Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. Distributor will indemnify, defend and hold harmless the Fund, the Trust, the Trust's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of this Section V or its agreements in subsection 2 or 3 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any Blue Sky Application or any application or other document executed by or on behalf of the Trust in respect of the Fund, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon or in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of or otherwise approved by and with respect to Distributor specifically for inclusion therein, and will reimburse the Fund, the Trust, the Trust's several officers and trustees, and any person who controls the Trust or any series within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. The Distributor shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 4, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Fund and the Trust shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party trustees of the Trust (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder.

Distributor Indemnification. Distributor will indemnify, defend and hold harmless the Fund, the Trust, the TrustFund's several officers and trustees directors and any person who controls the Trust Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of this Section V or its agreements in subsection 2 or 3 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, if any, is authorized by the Fund, any Blue Sky Application or any application or other document executed by or on behalf of the Trust in respect of the Fund, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon or in conformity with information furnished in writing to the Trust Fund or any of its several officers and trustees directors by or on behalf of or otherwise approved by and with respect to Distributor specifically for inclusion therein, and will reimburse the Fund, the Trust, the TrustFund's several officers and trusteesdirectors, and any person who controls the Trust Fund or any series Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. The Distributor shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 4, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Fund and the Trust shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party trustees directors of the Trust Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder.